N-CSR 1 asmcf-ncsra.htm AASGARD SMALL & MID-CAP FUND ANNUAL REPORT 3-31-20

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES




Investment Company Act file number 811-07959



Advisors Series Trust
(Exact name of registrant as specified in charter)



615 East Michigan Street
Milwaukee, WI 53202
(Address of principal executive offices) (Zip code)


Jeffrey T. Rauman, President/Chief Executive Officer
Advisors Series Trust
c/o U.S. Bancorp Fund Services, LLC
777 East Wisconsin Avenue, 5th Floor
Milwaukee, WI 53202
(Name and address of agent for service)



(626) 914-7363
(Registrant's telephone number, including area code)



Date of fiscal year end:  March 31, 2020



Date of reporting period:  March 31, 2020


Item 1. Reports to Stockholders.







(formerly, the “Aasgard Dividend Growth Small & Mid-Cap Fund”)
 


Annual Report

March 31, 2020






Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund’s shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports from the Fund (defined herein) or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access the report.
 
If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund or your financial intermediary electronically through the Fund’s website.
 
You may elect to receive all future reports in paper free of charge. You can inform the Fund or your financial intermediary that you wish to continue receiving paper copies of your shareholder reports. Your election to receive reports in paper will apply to all funds held within the fund complex and may apply to all funds held through your financial intermediary.

AASGARD SMALL & MID-CAP FUND

March 31, 2020
 
Dear Fellow Shareholders:
 
Results
 
The Aasgard Small & Mid-Cap Fund’s (“AADGX” or the “Fund”) strategy ended the quarter down -27.19% on a net basis.  This result was better than the return of our primary benchmark, the S&P MidCap 400® Index (the “Index”) at -29.70%.  Over the past fiscal year, the Fund has outperformed the Index, down -21.14% vs. -22.51% for the Index.  Since inception on April 1, 2016, the strategy is outperforming, up an annualized 2.50%, vs. 1.52% for the Index.  The market’s dramatic decline in February and March of 2020 tested and demonstrated the efficacy of our strategy.  Our strategy is broadly diversified across industries, owns companies that exhibit stable earnings growth, strong balance sheets, and consistently rising dividend payments relative, to their peers.  The strategy has shown positive returns since inception and risk mitigation in major sell-offs.  The Fund’s investment strategy continues to perform to expectations.
 
The primary drivers of outperformance were well-timed exposures to companies exhibiting strong trailing price appreciation. MarketAxess Holdings (MKTX), ResMed (RMD), and CDW (CDW) among other holdings were strong performers in the calendar years 2018-2019, this momentum persisted into 2020 and even during the downturn in February and March of 2020. Over the past few years the momentum factor, essentially the stock price appreciation relative to its industry peers, has been the strongest indicator of forward returns relative to other traditional factors such as valuation, dividend yield, dividend growth, or market cap. Those traditional factors have not been predictive of forward returns, and companies in the portfolio ranking high in those factors: Fidelity National Financial (FNF), Polaris (PII), and United Bankshares (UBSI) underperformed. These factor exposure effects can be transient drivers of returns. Investor preference for specific factors vary and change over time in an unpredictable manner. Our strategy combines these factor exposures to arrive at what we believe is a balanced approach, one that will have preferential factor exposure that matches investor preferences for a given time period. By having a significant momentum factor exposure during the fiscal year our strategy was able to outperform the index.
 
Performance data quoted represents past performance; past performance does not guarantee future results.  The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost.  Current performance of the Fund may be lower or higher than the performance quoted.  Performance data current to the most recent month end may be obtained by calling 1.877.476.1909.
 
Gross expense ratio is 1.24%
2

AASGARD SMALL & MID-CAP FUND

Market & Economic Review
 
2019 saw fantastic returns in the stock market.  After falling dramatically in the closing months of 2018, the market rebounded quickly in the first four months of the year.  The economy was characterized by low unemployment and moderate GDP (Gross Domestic Product) growth.  The primary headwinds to growth were the ongoing trade negotiations between the United States, China, and much of the world.  As the trade negotiations advanced and tariff levels dropped, the market charted an upward path all the way into February of 2020.
 
After peaking on February 19th, the market dropped precipitously over a three week period.  The virus called SARS-COV-2, which causes a disease labeled COVID-19, had arrived in the United States and became a clear threat to public health.  State and local governments responded with ever escalating physical distancing orders.  Governors in most states cancelled school, shut down restaurants and bars, and many other business activities considered non-essential, eventually ordering the populace to stay-at-home.  These orders have severely impacted business conditions.  Tens of millions of workers have been laid off.  The market declined rapidly making its low mark on March 23rd, before rallying into the end of the month.  We believe that the economy has entered a recession and classify the market decline as a bear market.
 
Summary of Investment Activity
 
In May 2019 we made four sales: WW Grainger (GWW), Hollyfrontier (HFC), Nordstrom (JWN), and UGI  Corp. (UGI).  Nordstrom and Grainger were sold to harvest tax losses and mitigate negative momentum in their stock prices.  Hollyfrontier was sold due to lack of projected dividend growth.  UGI was sold due to expected revenue declines associated with lower natural gas prices relative to other regulated utilities.  Gildan Activewear (GILD), Cabot Oil and Gas (COG), OGE Energy (OGE), and Oshkosh (OSK) were purchased as replacements.
 
In July Gorman Rupp (GRC) was sold as revenue projections continued to decline.  It was replaced by Alaska Air Group (ALK).  Alaska Air’s projected revenue and earnings growth have improved based upon a growing route profile and lower fuel costs.  Alaska’s high relative dividend yield also made it a more attractive investment.
 
In August we sold Plantronics (PLT), Cabot Oil & Gas (COG), and Lancaster Colony (LANC).  These positions were sold to harvest tax losses and to mitigate negative momentum.  Plantronics was replaced by Amphenol Corp., a manufacturer of electronic and fiber optic connectors.  Cabot Oil & Gas was replaced by pipeline company Oneok (OKE).  Packaged bakery goods company Flowers Foods (FLO) replaced Lancaster Colony (LANC).
 
In September we sold Meredith Corp. (MDP) to harvest the taxable losses.  No replacement was purchased.
3

AASGARD SMALL & MID-CAP FUND

No companies were sold or purchased in October.
 
No portfolio changes occurred in November or December.
 
We made a significant rebalance of holdings in January. Many of our holdings had appreciated dramatically in 2019. Valuations became very extended in many names. Our goal with the rebalance was to reduce the average market cap weight, reduce valuation, and improve the average expected revenue growth. In pursuit of these objectives we replaced 13 names. The average trailing P/E ratio was reduced from 35 to 23. For comparison sake the average trailing P/E in the Russell 2500 was 29 at calendar year-end. The portfolio now more closely resembles our idealized factor exposure by: market cap, earnings and revenue growth, dividend yield, quality factors, momentum factor, and a sector neutral composition.
 
No portfolio changes occurred in February or March.
 
Market Outlook:
 
The range of outcomes for the coming year is wide.  While we believe we are in a recession currently, a reopening of the economy could cut the recession duration shorter than past recessions.  Alternatively, the shut-down could be protracted and/or recurring which would prolong and deepen the economic damage.  The shape of re-opening will likely follow the course of the infection rate and intensity of hospital utilization, which are unknowable variables.  This range of outcomes will be determined by the development of disease treatments, progress in vaccines, effectiveness of monetary and fiscal stimulus, magnitude of business and personal bankruptcies, and the return of employment growth and consumer confidence.  At the current time we cannot forecast the shape of economic or business conditions with any degree of confidence.
 
While the business shut-downs and fear of the virus are obvious detractors from economic growth, monetary and fiscal stimulus are likely to mitigate some of the expected damage.  The Federal Reserve has reduced the overnight Fed Funds rate to zero and initiated quantitative easing.  The result was an infusion of roughly $2 Trillion into the credit markets.  We expect further quantitative easing and ongoing purchases of treasuries, mortgages, and corporate bonds.  This massive infusion is likely to have the impact of lowering interest rates, reducing bankruptcy risk, and elevating valuations in the equity market.  Further, the Federal government has initiated multiple rounds of fiscal stimulus which includes direct payments to consumers, direct aid to states, and emergency loans to businesses.  The combination of stimulus is unprecedented, even as the economic impact is unprecedented.  We expect the quick and massive response to mitigate some of the dislocation.
 
 We have spent considerable time evaluating the impact to the businesses within the portfolio.  We built this portfolio with recession durability as a key factor in stock selection.  The businesses in the portfolio have robust balance sheets and ample cash flow.  When selecting companies, we actively select for those that can expand market
4

AASGARD SMALL & MID-CAP FUND

share in a recession.  Companies that can take advantage of the financial distress of competitors.  As the recession deepens, we anticipate waves of defaults and bankruptcy, primarily in the retail, oil and gas, travel, and real estate industries.  It is our opinion that the companies in the portfolio are better hedged from the expected declines in business disruption, consumer spending and potential debt defaults, over their peers.  This is the portfolio that we have wanted for the current conditions and we are very fortunate to have what we view as such a strong stable of companies.
 
Sincerely,
 
James Walsh, CFA
Portfolio Manager

 
Past performance is no guarantee of future results.
 
Fund holdings and sector allocations are subject to change at any time and should not be considered a recommendation to buy or sell any security.  Current and future holdings are subject to risk.  Please see the schedule of investments in this report for complete Fund holdings.
 
The information provided herein represents the opinion of Coldstream Wealth Management and is not intended to be a forecast of future events, a guarantee of future results, nor investment advice.
 
The price-earnings ratio, also known as P/E ratio, P/E, is the ratio of a company’s share price to the company’s earnings per share.
 
Forward price to earnings (forward P/E) is a measure of the price-to-earnings (P/E) ratio using forecasted earnings for the P/E calculation.
 
Market cap—or market capitalization—refers to the total value of all a company’s shares of stock. It is calculated by multiplying the price of a stock by its total number of outstanding shares.
 
Cash flow is the net amount of cash and cash equivalents moving into and out of a business.
 
The dividend yield is the ratio of a company’s annual dividend compared to its share price.
 
The S&P MidCap 400® Index provides investors with a benchmark for mid-sized companies.  The index, which is distinct from the large-cap S&P 500® Index, measures the performance of mid-sized companies, reflecting the distinctive risk and return characteristics of this market segment.
 
The Russell 2500 Index is a market-cap-weighted index that includes the smallest 2,500 companies covered in the Russell 3000 universe of United States-based listed equities.
5

AASGARD SMALL & MID-CAP FUND

You cannot directly invest in an index.
 
Mutual Fund investing involves risk, loss of principal is possible.  Losing all or a portion of your investment is a risk of investing in the Fund.  Investments in small- and mid-cap companies involve additional risk such as limited liquidity and greater volatility than larger companies.  Investments in real estate investment trusts (“REITs”) will be subject to the risks associated with the direct ownership of real estate and annual compliance with tax rules applicable to REITs.
 
Diversification does not assure a profit nor protect against loss in a declining market.
 
The information contained in this report is authorized for use when preceded or accompanied by a prospectus.
 
The Fund is distributed by Quasar Distributors, LLC.
 
Earnings growth is not a measure of the Fund’s future performance.
6

AASGARD SMALL & MID-CAP FUND

FUND PERFORMANCE CHART at March 31, 2020

Comparison of the change in value of a hypothetical $10,000 investment in the
Aasgard Small & Mid-Cap Fund vs. S&P MidCap 400® Index.

 

 
One
Three
Since
Average Annual Total Return:
Year
Year
Inception1
Aasgard Small & Mid-Cap Fund
-21.14%
-2.42%
2.50%
S&P MidCap 400® Index
-22.51%
-4.09%
1.52%

¹
The Fund commenced operations on April 1, 2016.

Past performance does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance of the Fund may be lower or higher than the performance quoted. Performance data current to the most recent month end may be obtained by calling (877) 476-1909.
 
Returns reflect reinvestment of dividends and capital gains distributions.  Fee waivers are in effect.  In the absence of fee waivers, returns would be reduced. The performance data and graph do not reflect the deduction of taxes that a shareholder would pay on dividends, capital gains distributions, or redemption of Fund shares. Indices do not incur expenses and are not available for investment.
 
The S&P MidCap 400® Index provides investors with a benchmark for mid-sized companies. The index, which is distinct from the large-cap S&P 500® Index, measures the performance of mid-sized companies, reflecting the distinctive risk and return characteristics of this market segment.
7

AASGARD SMALL & MID-CAP FUND

EXPENSE EXAMPLE at March 31, 2020 (Unaudited)
Shareholders in mutual funds generally incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, reinvested dividends, or other distributions; redemption fees; and exchange fees; and (2) ongoing costs, including management fees; distribution and/or service fees; and other fund expenses. The Aasgard Small & Mid-Cap Fund is a no-load mutual fund and has no shareholder transaction expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (10/1/19 – 3/31/20).
 
Actual Expenses
The first line of the table below provides information about actual account values and actual expenses, with actual net expenses being limited to 1.00% of the Fund’s average daily net assets per the operating expenses limitation agreement. Although the Fund charges no sales load or transaction fees, you will be assessed fees for outgoing wire transfers, returned checks, and stop payment orders at prevailing rates charged by U.S. Bancorp Fund Services, LLC, the Fund’s transfer agent. The Example below includes, but is not limited to, management fees, fund accounting, custody and transfer agent fees. You may use the information in the first line of the table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
 
Hypothetical Example for Comparison Purposes
The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and will not help you determine the relative total costs of owning different funds, as they may charge transactional costs, such as sales charges (loads), redemption fees, or exchange fees.
8

AASGARD SMALL & MID-CAP FUND

EXPENSE EXAMPLE at March 31, 2020 (Unaudited), Continued
 
Beginning
Ending
Expenses Paid
 
Account Value
Account Value
During Period*
 
10/1/19
3/31/20
10/1/19 – 3/31/20
Actual
$1,000.00
$   759.20
$4.40
Hypothetical (5% return
     
  before expenses)
$1,000.00
$1,020.00
$5.05

*
Expenses are equal to the Fund’s annualized expense ratio of 1.00%, multiplied by the average account value over the period, multiplied by 183 (days in most recent fiscal half-year)/366 days to reflect the one-half year expense.
9

AASGARD SMALL & MID-CAP FUND

INDUSTRY ALLOCATION OF PORTFOLIO ASSETS at March 31, 2020 (Unaudited)




Percentages represent market value as a percentage of total investments.
10

AASGARD SMALL & MID-CAP FUND

SCHEDULE OF INVESTMENTS at March 31, 2020
Shares
 
COMMON STOCKS – 88.48%
 
Value
 
           
   
Administrative and Support Services – 2.18%
     
 
10,045
 
Broadridge Financial Solutions, Inc.
 
$
952,567
 
               
     
Air Transportation – 1.45%
       
 
22,335
 
Alaska Air Group, Inc.
   
635,877
 
               
     
Ambulatory Health Care Services – 2.09%
       
 
11,400
 
Quest Diagnostics, Inc.
   
915,420
 
               
     
Chemical Manufacturing – 2.49%
       
 
18,275
 
RPM International, Inc.
   
1,087,362
 
               
     
Computer and Electronic
       
     
  Product Manufacturing – 13.94%
       
 
13,620
 
Agilent Technologies, Inc.
   
975,465
 
 
12,100
 
Amphenol Corp.
   
881,848
 
 
20,625
 
FLIR Systems, Inc.
   
657,731
 
 
19,625
 
Maxim Integrated Products, Inc.
   
953,971
 
 
12,430
 
Microchip Technology, Inc.
   
842,754
 
 
16,565
 
Teradyne, Inc.
   
897,326
 
 
11,305
 
Xilinx, Inc.
   
881,112
 
           
6,090,207
 
               
     
Construction of Buildings – 1.55%
       
 
30,300
 
PulteGroup, Inc.
   
676,296
 
               
     
Credit Intermediation and Related Activities – 7.71%
       
 
18,978
 
Commerce Bancshares, Inc.
   
955,542
 
 
26,285
 
Glacier Bancorp, Inc.
   
893,821
 
 
15,560
 
UMB Financial Corp.
   
721,673
 
 
34,550
 
United Bankshares, Inc.
   
797,414
 
           
3,368,450
 
               
     
Data Processing, Hosting, and Related Services – 2.63%
       
 
4,410
 
FactSet Research Systems, Inc.
   
1,149,599
 
               
     
Food Manufacturing – 4.34%
       
 
24,090
 
Campbell Soup Co.
   
1,111,994
 
 
6,480
 
J&J Snack Foods Corp.
   
784,080
 
           
1,896,074
 
               
     
Funds, Trusts, and Other Financial Vehicles – 2.48%
       
 
14,480
 
Garmin Ltd.
   
1,085,421
 
               
     
Furniture and Home Furnishings Stores – 1.83%
       
 
18,760
 
Williams-Sonoma, Inc.
   
797,675
 

The accompanying notes are an integral part of these financial statements.
11

AASGARD SMALL & MID-CAP FUND

SCHEDULE OF INVESTMENTS at March 31, 2020, Continued
Shares
 
COMMON STOCKS – 88.48%, Continued
 
Value
 
           
   
Insurance Carriers and Related Activities – 3.44%
     
 
18,945
 
First American Financial Corp.
 
$
803,457
 
 
8,340
 
Reinsurance Group of America, Inc.
   
701,728
 
           
1,505,185
 
               
     
Machinery Manufacturing – 2.21%
       
 
6,980
 
IDEX Corp.
   
964,008
 
               
     
Merchant Wholesalers, Durable Goods – 1.49%
       
 
24,385
 
Leggett & Platt, Inc.
   
650,592
 
               
     
Merchant Wholesalers, Nondurable Goods – 2.23%
       
 
11,505
 
Tractor Supply Co.
   
972,748
 
               
     
Miscellaneous Manufacturing – 7.36%
       
 
12,930
 
Hasbro, Inc.
   
925,142
 
 
11,265
 
Hill-Rom Holdings, Inc.
   
1,133,259
 
 
8,260
 
STERIS plc
   
1,156,152
 
           
3,214,553
 
               
     
Petroleum and Coal Products Manufacturing – 2.08%
       
 
7,245
 
Carlisle Cos., Inc.
   
907,654
 
               
     
Primary Metal Manufacturing – 2.14%
       
 
10,655
 
Reliance Steel & Aluminum Co.
   
933,271
 
               
     
Professional, Scientific, and Technical Services – 4.38%
       
 
15,185
 
Booz Allen Hamilton Holding Corp.
   
1,042,298
 
 
9,360
 
CDW Corp.
   
873,007
 
           
1,915,305
 
               
     
Rail Transportation – 2.08%
       
 
7,145
 
Kansas City Southern
   
908,701
 
               
     
Rental and Leasing Services – 1.98%
       
 
16,555
 
McGrath RentCorp
   
867,151
 
               
     
Securities and Commodity Contracts
       
     
  Intermediation and Brokerage – 3.46%
       
 
17,355
 
Cohen & Steers, Inc.
   
788,785
 
 
29,160
 
Fidelity National Financial, Inc.
   
725,501
 
           
1,514,286
 
               
     
Support Activities for Transportation – 2.27%
       
 
14,965
 
Expeditors International of Washington, Inc.
   
998,465
 
               
     
Telecommunications – 2.36%
       
 
7,005
 
ResMed, Inc.
   
1,031,767
 

The accompanying notes are an integral part of these financial statements.
12

AASGARD SMALL & MID-CAP FUND

SCHEDULE OF INVESTMENTS at March 31, 2020, Continued
Shares
 
COMMON STOCKS – 88.48%, Continued
 
Value
 
           
   
Transportation Equipment Manufacturing – 3.31%
     
 
13,030
 
Oshkosh Corp.
 
$
838,220
 
 
12,605
 
Polaris Industries, Inc.
   
606,931
 
           
1,445,151
 
               
     
Utilities – 5.00%
       
 
10,445
 
Atmos Energy Corp.
   
1,036,457
 
 
27,105
 
OGE Energy Corp.
   
832,937
 
 
14,545
 
ONEOK, Inc.
   
317,226
 
           
2,186,620
 
     
TOTAL COMMON STOCKS (Cost $44,603,734)
   
38,670,405
 
               
     
REITS – 10.25%
       
 
10,935
 
Camden Property Trust
   
866,489
 
 
33,520
 
Duke Realty Corp.
   
1,085,378
 
 
14,910
 
EPR Properties
   
361,120
 
 
11,485
 
Extra Space Storage, Inc.
   
1,099,804
 
 
61,721
 
Medical Properties Trust, Inc.
   
1,067,156
 
     
TOTAL REITS (Cost $4,793,672)
   
4,479,947
 
               
     
MONEY MARKET FUND – 1.91%
       
 
832,243
 
Fidelity Investments Money Market Funds –
       
     
  Government Portfolio – Class I, 0.30% (a)
   
832,243
 
     
TOTAL MONEY MARKET FUND (Cost $832,243)
   
832,243
 
     
TOTAL INVESTMENTS IN SECURITIES
       
     
  (Cost $50,229,649) – 100.64%
   
43,982,595
 
     
Liabilities in Excess of Other Assets – (0.64)%
   
(278,546
)
     
NET ASSETS – 100.00%
 
$
43,704,049
 

REIT – Real Estate Investment Trust
(a)
Rate shown is the 7-day annualized yield as of March 31, 2020.

The accompanying notes are an integral part of these financial statements.
13

AASGARD SMALL & MID-CAP FUND

STATEMENT OF ASSETS AND LIABILITIES at March 31, 2020
ASSETS
     
Investments in securities, at value
     
  (identified cost $50,229,649)
 
$
43,982,595
 
Receivables:
       
Fund shares sold
   
225,500
 
Dividends and interest
   
78,902
 
Dividend tax reclaim
   
1,991
 
Prepaid expenses
   
16,236
 
Total assets
   
44,305,224
 
         
LIABILITIES
       
Payables:
       
Investments purchased
   
302,688
 
Fund shares redeemed
   
222,046
 
Audit fees
   
21,000
 
Advisory fees
   
19,769
 
Administration and fund accounting fees
   
19,292
 
Transfer agent fees and expenses
   
7,020
 
Chief Compliance Officer fee
   
3,530
 
Shareholder reporting
   
3,226
 
Custody fees
   
1,357
 
Interest expense
   
604
 
Legal fees
   
601
 
Trustee fees and expenses
   
42
 
Total liabilities
   
601,175
 
         
NET ASSETS
 
$
43,704,049
 
         
CALCULATION OF NET ASSET VALUE PER SHARE
       
Net assets applicable to shares outstanding
 
$
43,704,049
 
Shares issued and outstanding [unlimited
       
  number of shares (par value $0.01) authorized]
   
4,374,489
 
Net asset value, offering and redemption price per share
 
$
9.99
 
         
COMPOSITION OF NET ASSETS
       
Paid-in capital
 
$
49,625,933
 
Total distributable earnings
   
(5,921,884
)
Net assets
 
$
43,704,049
 

The accompanying notes are an integral part of these financial statements.
14

AASGARD SMALL & MID-CAP FUND

STATEMENT OF OPERATIONS For the Year Ended March 31, 2020
INVESTMENT INCOME
     
Income
     
Dividends
 
$
1,150,975
 
Interest
   
7,519
 
Total income
   
1,158,494
 
Expenses
       
Advisory fees (Note 4)
   
475,639
 
Administration and fund accounting fees (Note 4)
   
75,072
 
Transfer agent fees and expenses (Note 4)
   
29,718
 
Registration fees
   
27,016
 
Audit fees
   
20,999
 
Trustee fees and expenses
   
15,003
 
Chief Compliance Officer fee (Note 4)
   
13,280
 
Custody fees (Note 4)
   
10,155
 
Legal fees
   
9,562
 
Reports to shareholders
   
9,450
 
Miscellaneous expenses
   
7,918
 
Insurance expense
   
2,050
 
Interest expense (Note 6)
   
604
 
Total expenses
   
696,466
 
Less: advisory fee waiver (Note 4)
   
(91,281
)
Net expenses
   
605,185
 
Net investment income
   
553,309
 
         
REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS
       
Net realized gain on investments
   
946,321
 
Net change in unrealized appreciation on investments
   
(13,134,999
)
Net realized and unrealized loss on investments
   
(12,188,678
)
Net Decrease in Net Assets
       
  Resulting from Operations
 
$
(11,635,369
)

The accompanying notes are an integral part of these financial statements.
15

AASGARD SMALL & MID-CAP FUND

STATEMENTS OF CHANGES IN NET ASSETS
   
Year Ended
   
Year Ended
 
   
March 31, 2020
   
March 31, 2019
 
INCREASE/(DECREASE) IN NET ASSETS FROM:
           
OPERATIONS
           
Net investment income
 
$
553,309
   
$
466,881
 
Net realized gain/(loss) on investments
   
946,321
     
(226,021
)
Net change in unrealized appreciation/
               
  (depreciation) on investments
   
(13,134,999
)
   
1,582,537
 
Net increase/(decrease) in net assets
               
  resulting from operations
   
(11,635,369
)
   
1,823,397
 
                 
DISTRIBUTIONS TO SHAREHOLDERS
               
Net dividends and distributions
               
  to shareholders
   
(611,296
)
   
(1,619,183
)
Total distributions to shareholders
   
(611,296
)
   
(1,619,183
)
                 
CAPITAL SHARE TRANSACTIONS
               
Net increase in net assets
               
  derived from net change in
               
  outstanding shares (a)
   
905,035
     
17,457,522
 
Total increase/(decrease)
               
  in net assets
   
(11,341,630
)
   
17,661,736
 
                 
NET ASSETS
               
Beginning of year
   
55,045,679
     
37,383,943
 
End of year
 
$
43,704,049
   
$
55,045,679
 

(a)
A summary of share transactions is as follows:

     
Year Ended
   
Year Ended
 
     
March 31, 2020
   
March 31, 2019
 
 
Shares sold
   
533,680
   
$
6,719,430
     
1,528,261
   
$
19,876,660
 
 
Shares issued
                               
 
  on reinvestments
                               
 
  of distributions
   
51,153
     
611,296
     
136,293
     
1,619,183
 
 
Shares redeemed
   
(503,731
)
   
(6,425,691
)
   
(322,940
)
   
(4,038,321
)
 
Net increase
   
81,102
   
$
905,035
     
1,341,614
   
$
17,457,522
 

The accompanying notes are an integral part of these financial statements.
16

AASGARD SMALL & MID-CAP FUND

FINANCIAL HIGHLIGHTS For a share outstanding throughout each year
   
Year Ended
   
Year Ended
   
Year Ended
   
Year Ended
 
   
March 31,
   
March 31,
   
March 31,
   
March 31,
 
   
2020
   
2019
   
2018
     
2017
*
Net asset value, beginning of year
 
$
12.82
   
$
12.66
   
$
11.67
   
$
10.00
 
                                 
Income from investment operations:
                               
Net investment income
   
0.13
     
0.12
     
0.14
     
0.20
 
Net realized and unrealized
                               
  gain/(loss) on investments
   
(2.82
)
   
0.44
     
1.32
     
1.66
 
Total from investment operations
   
(2.69
)
   
0.56
     
1.46
     
1.86
 
                                 
Less distributions:
                               
From net investment income
   
(0.13
)
   
(0.12
)
   
(0.14
)
   
(0.19
)
From net realized gain
                               
  on investments
   
(0.01
)
   
(0.28
)
   
(0.33
)
   
 
Total distributions
   
(0.14
)
   
(0.40
)
   
(0.47
)
   
(0.19
)
                                 
Net asset value, end of year
 
$
9.99
   
$
12.82
   
$
12.66
   
$
11.67
 
                                 
Total return
   
-21.14
%
   
4.69
%
   
12.54
%
   
18.79
%
                                 
Ratios/supplemental data:
                               
Net assets, end of year (thousands)
 
$
43,704
   
$
55,046
   
$
37,384
   
$
29,354
 
                                 
Ratio of expenses to average net assets:
                               
Before advisory fee waiver
                               
  and expense recoupment
   
1.24
%
   
1.24
%
   
1.42
%
   
1.54
%
After advisory fee waiver
                               
  and expense recoupment
   
1.08
%
   
1.25
%
   
1.25
%
   
1.25
%
Ratio of net investment income
                               
  to average net assets:
                               
Before advisory fee waiver
                               
  and expense recoupment
   
0.83
%
   
0.95
%
   
0.93
%
   
1.67
%
After advisory fee waiver
                               
  and expense recoupment
   
0.99
%
   
0.94
%
   
1.10
%
   
1.96
%
Portfolio turnover rate
   
46.85
%
   
63.38
%
   
53.19
%
   
41.73
%

*
Commencement of operations on April 1, 2016.

The accompanying notes are an integral part of these financial statements.
17

AASGARD SMALL & MID-CAP FUND

NOTES TO FINANCIAL STATEMENTS at March 31, 2020
NOTE 1 – ORGANIZATION
 
The Aasgard Small & Mid-Cap Fund (the “Fund”) is a diversified series of Advisors Series Trust (the “Trust”), which is registered under the Investment Company Act of 1940, as amended, (the “1940 Act”) as an open-end management investment company.  The Fund follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standard Codification Topic 946 “Financial Services – Investment Companies”. The investment objective of the Fund is to seek a combination of dividend income and capital appreciation, with a secondary focus on lower than market volatility. The Fund commenced operations on April 1, 2016.
 
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES
 
The following is a summary of significant accounting policies consistently followed by the Fund. These policies are in conformity with accounting principles generally accepted in the United States of America.
 
A.
Security Valuation: All investments in securities are recorded at their estimated fair value, as described in note 3.
   
B.
Federal Income Taxes: It is the Fund’s policy to comply with the requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its taxable income to its shareholders. Therefore, no Federal income or excise tax provision is required.
   
 
The Fund recognizes the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities.  Management has analyzed the Fund’s tax positions, and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken on returns filed for the open tax years of 2017-2019, or expected to be taken in the Fund’s 2020 tax returns.  The Fund identifies its major tax jurisdictions as U.S. Federal and the state of Wisconsin; however, the Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.
   
C.
Securities Transactions, Income and Distributions: Securities transactions are accounted for on the trade date. Realized gains and losses on securities sold are determined on a first-in, first-out basis.  Interest income is recorded on an accrual basis. Dividend income, income and capital gain distributions from underlying funds, and distributions to shareholders are recorded on the ex-dividend date.

18

AASGARD SMALL & MID-CAP FUND

NOTES TO FINANCIAL STATEMENTS at March 31, 2020, Continued
 
The Fund is charged for those expenses that are directly attributable to the Fund, such as investment advisory, custody and transfer agent fees. Common expenses of the Trust are typically allocated among the funds in the Trust based on a fund’s respective net assets, or by other equitable means.
   
 
The Fund distributes substantially all net investment income, if any, quarterly and net realized gains, if any, annually.  Distributions from net realized gains for book purposes may include short-term capital gains.  All short-term capital gains are included in ordinary income for tax purposes.
   
 
The amount of dividends and distributions to shareholders from net investment income and net realized capital gains is determined in accordance with Federal income tax regulations, which differs from accounting principles generally accepted in the United States of America.  To the extent these book/tax differences are permanent, such amounts are reclassified within the capital accounts based on their Federal tax treatment.
   
D.
Reclassification of Capital Accounts: Accounting principles generally accepted in the United States of America require that certain components of net assets relating to permanent differences be reclassified between financial and tax reporting. These reclassifications have no effect on net assets or net asset value per share. For the year ended March 31, 2020, there were no reclassifications between paid-in capital and distributable earnings.
   
E.
Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets during the reporting period. Actual results could differ from those estimates.
   
F.
REITs: The Fund may invest in real estate investment trusts (“REITs”) which pay dividends to their shareholders based upon funds available from operations.  It is quite common for these dividends to exceed the REIT’s taxable earnings and profits resulting in the excess portion of such dividends being designated as a return of capital.  The Fund intends to include the gross dividends from such REITs in its annual distributions to its shareholders and, accordingly, a portion of the Fund’s distributions may also be designated as a return of capital.
   
G.
Events Subsequent to the Fiscal Year End: In preparing the financial statements as of March 31, 2020, management considered the impact of subsequent events for potential recognition or disclosure in the financial statements. Management has determined there were no subsequent events that would need to be disclosed in the Fund’s financial statements.

19

AASGARD SMALL & MID-CAP FUND

NOTES TO FINANCIAL STATEMENTS at March 31, 2020, Continued
NOTE 3 – SECURITIES VALUATION
 
The Fund has adopted authoritative fair value accounting standards which establish an authoritative definition of fair value and set out a hierarchy for measuring fair value.  These standards require additional disclosures about the various inputs and valuation techniques used to develop the measurements of fair value, a discussion in changes in valuation techniques and related inputs during the period and expanded disclosure of valuation levels for major security types.  These inputs are summarized in the three broad levels listed below:
 
 
Level 1 –
Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access.
     
 
Level 2 –
 Observable inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.
     
 
Level 3 –
Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

Following is a description of the valuation techniques applied to the Fund’s major categories of assets and liabilities measured at fair value on a recurring basis.
 
The Fund determines the fair value of its investments and computes its net asset value per share as of the close of regular trading on the New York Stock Exchange (4:00 pm EST).
 
Equity Securities: The Fund’s investments are carried at fair value. Equity securities, including common stocks, real estate investment trusts, and closed-end funds, that are primarily traded on a national securities exchange shall be valued at the last sale price on the exchange on which they are primarily traded on the day of valuation or, if there has been no sale on such day, at the mean between the bid and asked prices.  Securities primarily traded in the NASDAQ Global Market System for which market quotations are readily available shall be valued using the NASDAQ Official Closing Price (“NOCP”).  If the NOCP is not available, such securities shall be valued at the last sale price on the day of valuation, or if there has been no sale on such day, at the mean between the bid and asked prices.  Over-the-counter securities which are not traded in the NASDAQ Global Market System shall be valued at the most recent sales price.
20

AASGARD SMALL & MID-CAP FUND

NOTES TO FINANCIAL STATEMENTS at March 31, 2020, Continued
Investment Companies: Investments in open-end mutual funds, including money market funds, are generally priced at their net asset value per share provided by the service agent of the funds and will be classified in Level 1 of the fair value hierarchy.
 
Short-Term Securities: Short-term debt securities, including those securities having a maturity of 60 days or less, are valued at the evaluated mean between the bid and asked prices.  To the extent the inputs are observable and timely, these securities would be classified in level 2 of the fair value hierarchy.
 
The Board of Trustees (“Board”) has delegated day-to-day valuation issues to a Valuation Committee of the Trust which is comprised of representatives from the Fund’s administrator, U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (“Fund Services”). The function of the Valuation Committee is to value securities where current and reliable market quotations are not readily available or the closing price does not represent fair value by following procedures approved by the Board. These procedures consider many factors, including the type of security, size of holding, trading volume and news events. All actions taken by the Valuation Committee are subsequently reviewed and ratified by the Board.
 
Depending on the relative significance of the valuation inputs, fair valued securities may be classified in either level 2 or level 3 of the fair value hierarchy.
21

AASGARD SMALL & MID-CAP FUND

NOTES TO FINANCIAL STATEMENTS at March 31, 2020, Continued
The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities.  The following is a summary of the inputs used to value the Fund’s securities as of March 31, 2020:
 
Common Stocks
 
Level 1
   
Level 2
   
Level 3
   
Total
 
Administrative Support,
                       
  Waste Management
 
$
952,567
   
$
   
$
   
$
952,567
 
Construction
   
676,296
     
     
     
676,296
 
Finance and Insurance
   
7,473,342
     
     
     
7,473,342
 
Health Care and Social Assistance
   
915,420
     
     
     
915,420
 
Information
   
2,181,365
     
     
     
2,181,365
 
Manufacturing
   
16,538,280
     
     
     
16,538,280
 
Professional, Scientific,
                               
  and Technical Services
   
1,915,306
     
     
     
1,915,306
 
Real Estate and Rental and Leasing
   
867,151
     
     
     
867,151
 
Retail Trade
   
797,675
     
     
     
797,675
 
Transportation and Warehousing
   
2,543,043
     
     
     
2,543,043
 
Utilities
   
2,186,620
     
     
     
2,186,620
 
Wholesale Trade
   
1,623,340
     
     
     
1,623,340
 
Total Common Stocks
   
38,670,405
     
     
     
38,670,405
 
REITs
   
4,479,947
     
     
     
4,479,947
 
Money Market Fund
   
832,243
     
     
     
832,243
 
Total Investments in Securities
 
$
43,982,595
   
$
   
$
   
$
43,982,595
 
 
Refer to the Fund’s schedule of investments for a detailed break-out of common stocks by industry classification. Transfers between levels are recognized at March 31, 2020, the end of the reporting period. There were no transfers between levels during the year ended March 31, 2020.
 
In August 2018, the Financial Accounting Standards Board issued Accounting Standard Update (“ASU”) 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). The primary focus of ASU 2018-13 is to improve the effectiveness of the disclosure requirements for fair value measurements. The changes affect all companies that are required to include fair value measurement disclosures. In general, the amendments in ASU 2018-13 are effective for all entities for fiscal years and interim periods within those fiscal years, beginning after December 15, 2019. An entity is permitted to early adopt the removed or modified disclosures upon the issuance of ASU 2018-13 and may delay adoption of the additional disclosures, which are required for public companies only, until their effective date. Management is currently evaluating the impact these changes will have on the Fund’s financial statements and disclosures.
22

AASGARD SMALL & MID-CAP FUND

NOTES TO FINANCIAL STATEMENTS at March 31, 2020, Continued
The global outbreak of COVID-19 (commonly referred to as “coronavirus”) has disrupted economic markets and the prolonged economic impact is uncertain.  The ultimate economic fallout from the pandemic, and the long-term impact on economies, markets, industries and individual issuers, are not known.  The operational and financial performance of the issuers of securities in which the Fund invests depends on future developments, including the duration and spread of the outbreak, and such uncertainty may in turn adversely affect the value and liquidity of the Fund's investments, impair the Fund's ability to satisfy redemption requests, and negatively impact the Fund's performance.
 
NOTE 4 – INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES
 
The Fund has an investment advisory agreement with Coldstream Capital Management, Inc. (the “Advisor”) pursuant to which the Advisor is responsible for providing investment management services to the Fund.  The Advisor furnishes all investment advice, office space and facilities, and provides most of the personnel needed by the Fund.  As compensation for its services, the Advisor is entitled to a fee, computed daily and payable monthly.  The Fund pays fees calculated at an annual rate of 0.85% based upon the average daily net assets of the Fund.  For the year ended March 31, 2020, the advisory fees incurred by the Fund are disclosed in the statement of operations.
 
The Fund is responsible for its own operating expenses. Effective July 29, 2019, the Advisor has contractually agreed to waive a portion or all of its management fees and pay Fund expenses in order to ensure that the total annual operating expenses (excluding acquired fund fees and expenses, interest expense, taxes and extraordinary expenses) do not exceed 1.00% of the Fund’s average daily net assets.  Prior to July 29, 2019, the Fund’s total annual operating expenses were limited to 1.25% of average daily net assets. The Advisor may request recoupment of previously waived fees and paid expenses in any subsequent month in the 36-month period from the date of the management fee reduction and expense payment if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) will not cause the Fund to exceed the lesser of: (1) the expense limitation in place at the time of the management fee reduction and expense payment; or (2) the expense limitation in place at the time of the reimbursement.  Any such reimbursement is also contingent upon Board of Trustees review and approval at the time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s payment of current ordinary operating expenses.  For the year ended March 31, 2020, the Advisor reduced its fees and absorbed Fund expenses in the amount of $94,222. For the year ended March 31, 2020, the Adviser recouped $2,941 in previously waived expenses.  The expense limitation will remain in effect through at least July 28, 2020, and may be terminated only by the Trust’s Board of Trustees.
23

AASGARD SMALL & MID-CAP FUND

NOTES TO FINANCIAL STATEMENTS at March 31, 2020, Continued
The Advisor may recapture portions of the amounts shown below no later than the corresponding dates:
 
 
Expiration
 
Amount
 
 
March 2021
 
$
53,424
 
 
March 2023
   
94,222
 
     
$
147,646
 

Fund Services serves as the Fund’s administrator, fund accountant and transfer agent. U.S. Bank N.A. serves as custodian (the “Custodian”) to the Fund.  The Custodian is an affiliate of Fund Services.  Fund Services maintains the Fund’s books and records, calculates the Fund’s NAV, prepares various federal and state regulatory filings, coordinates the payment of fund expenses, reviews expense accruals and prepares materials supplied to the Board of Trustees.  The officers of the Trust, including the Chief Compliance Officer, are employees of Fund Services.  Fees paid by the Fund for administration and accounting, transfer agency, custody and compliance services for the year ended March 31, 2020, are disclosed in the statements of operations.
 
Quasar Distributors, LLC (“Quasar” or the “Distributor”) acts as the Fund’s principal underwriter in a continuous public offering of the Fund’s shares.  Effective March 31, 2020, Foreside Financial Group, LLC (“Foreside”) acquired Quasar from U.S. Bancorp.  As a result of the acquisition, Quasar became a wholly-owned broker-dealer subsidiary of Foreside and is no longer affiliated with U.S. Bancorp.  The Board of Trustees has approved a new distribution agreement to enable Quasar to continue serving as the Fund’s Distributor.
 
NOTE 5 – PURCHASES AND SALES OF SECURITIES
 
For the year ended March 31, 2020, the cost of purchases and the proceeds from sales of securities (excluding short-term securities) were $26,678,324 and $25,660,643, respectively.
 
NOTE 6 – LINE OF CREDIT
 
The Fund has an unsecured line of credit in the amount of $3,000,000.  This line of credit is intended to provide short-term financing, if necessary, subject to certain restrictions, in connection with shareholder redemptions.  The credit facility is with the Fund’s custodian, U.S. Bank N.A.  During the year ended March 31, 2020, the Fund drew on its line of credit. The Fund had an outstanding average daily balance of $10,973, paid a weighted average interest rate of 5.41% and incurred interest expense of $604. The maximum borrowing by the Fund during the year ended March 31, 2020 was $156,000, which occurred on August 8, 2019. At March 31, 2020, the Fund had no outstanding loan amounts.
24

AASGARD SMALL & MID-CAP FUND

NOTES TO FINANCIAL STATEMENTS at March 31, 2020, Continued
NOTE 7 – INCOME TAXES AND DISTRIBUTIONS TO SHAREHOLDERS
 
The distributions paid by the Fund during the years ended March 31, 2020 and March 31, 2019, were characterized as follows:
 
   
March 31, 2020
   
March 31, 2019
 
Ordinary income
 
$
562,582
   
$
474,589
 
Long-term capital gains
 
$
48,714
   
$
1,144,594
 

The Fund designated as long-term capital gain dividend, pursuant to Internal Revenue Code Section 852(b)(3), the amount necessary to reduce the earnings and profits of the Fund related to net capital gain to zero for the tax year ended March 31, 2020.
 
As of March 31, 2020, the components of accumulated earnings/(losses) on a tax basis were as follows:
 
Cost of investments
 
$
50,229,649
 
Gross tax unrealized appreciation
   
3,189,699
 
Gross tax unrealized depreciation
   
(9,436,753
)
Net tax unrealized appreciation
   
(6,247,054
)
Undistributed ordinary income
   
 
Undistributed long-term capital gain
   
325,170
 
Total distributable earnings
   
325,170
 
Other accumulated gains/(losses)
   
 
Total accumulated earnings/(losses)
 
$
(5,921,884
)
 
NOTE 8 – PRINCIPAL RISKS
 
Below is a summary of some, but not all, of the principal risks of investing in the Fund, each of which may adversely affect the Fund’s net asset value and total return. The Fund’s most recent prospectus provides further descriptions of the Fund’s investment objective, principal investment strategies and principal risks.
 
Small- and Medium-Sized Companies Risk – Small- and medium-sized companies often have less predictable earnings, more limited product lines, markets, distribution channels or financial resources and the management of such companies may be dependent upon one or few key people. The market movements of equity securities of small- and medium-sized companies may be more abrupt and volatile than the market movements of equity securities of larger, more established companies or the stock market in general and small-sized companies in particular, are generally less liquid than the equity securities of larger companies.
25

AASGARD SMALL & MID-CAP FUND

NOTES TO FINANCIAL STATEMENTS at March 31, 2020, Continued
Investment Style Risk – The Fund’s investments in dividend-paying common stocks may cause the Fund to underperform funds that do not limit their investments to dividend-paying common stocks during periods when dividend-paying stocks underperform other types of stocks. In addition, if stocks held by the Fund reduce or stop paying dividends, the Fund’s ability to generate income may be affected.
   
Growth Stock Risk – Over time, a growth oriented investing style may go in and out of favor, which may cause the Fund to underperform other equity funds that use different investing styles.
   
Market and Regulatory Risk – Events in the financial markets and economy may cause volatility and uncertainty and adversely impact the Fund’s performance. Market events may affect a single issuer, industry, sector, or the market as a whole. Traditionally liquid investments may experience periods of diminished liquidity. Governmental and regulatory actions, including tax law changes, may also impair portfolio management and have unexpected or adverse consequences on particular markets, strategies, or investments. The Fund’s investments may decline in value due to factors affecting individual issuers (such as the results of supply and demand), or sectors within the securities markets. The value of a security or other investment also may go up or down due to general market conditions that are not specifically related to a particular issuer, such as real or perceived adverse economic conditions, changes in interest rates or exchange rates, or adverse investor sentiment generally. In addition, unexpected events and their aftermaths, such as the spread of deadly diseases; natural, environmental or man-made disasters; financial, political or social disruptions; terrorism and war; and other tragedies or catastrophes, can cause investor fear and panic, which can adversely affect the economies of many companies, sectors, nations, regions and the market in general, in ways that cannot necessarily be foreseen.
   
Real Estate Investment Trust (REIT) Risk – Investments in REITs will be subject to the risks associated with the direct ownership of real estate. Risks commonly associated with the direct ownership of real estate include fluctuations in the value of underlying properties, defaults by borrowers or tenants, changes in interest rates and risks related to general or local economic conditions. REITs have their own expenses, and the Fund will bear a proportionate share of those expenses. In addition, the value of an individual REIT’s securities can decline if the REIT fails to continue qualifying for special tax treatment.

26

AASGARD SMALL & MID-CAP FUND

NOTES TO FINANCIAL STATEMENTS at March 31, 2020, Continued
NOTE 9 – NAME CHANGE
 
Effective July 29, 2019, the Aasgard Dividend Growth Small & Mid-Cap Fund changed its name to the Aasgard Small & Mid-Cap Fund.
 
NOTE 10 – CONTROL OWNERSHIP
 
The beneficial ownership, either directly or indirectly, of more than 25% of the voting securities of a fund creates a presumption of control of the fund, under Section 2(a)(9) of the 1940 Act. As of March 31, 2020, National Financial Services LLC and Charles Schwab & Co., Inc., for the benefit of their customers, owned 46.44% and 38.64%, respectively, of the outstanding shares of the Fund.
27

AASGARD SMALL & MID-CAP FUND

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Trustees of Advisors Series Trust and
Shareholders of Aasgard Small & Mid-Cap Fund
 
Opinion on the Financial Statements
 
We have audited the accompanying statement of assets and liabilities of the Aasgard Small & Mid-Cap Fund (formerly, the Aasgard Dividend Growth Small & Mid-Cap Fund) (the “Fund”), a series of Advisors Series Trust, including the schedule of investments, as of March 31, 2020, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the four years in the period then ended, and the related notes (collectively referred to as the “financial statements”).  In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of March 31, 2020, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the four years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
 
Basis for Opinion
 
These financial statements are the responsibility of the Fund’s management.  Our responsibility is to express an opinion on the Fund’s financial statements based on our audits.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.  We have served as the auditor of one or more of the funds in the Trust since 2003.
 
We conducted our audits in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  As part of our audits we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.
 
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.  Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.  Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of March 31, 2020 by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.
 
 
 
TAIT, WELLER & BAKER LLP

Philadelphia, Pennsylvania
May 29, 2020
28

AASGARD SMALL & MID-CAP FUND

NOTICE TO SHAREHOLDERS at March 31, 2020 (Unaudited)
For the year ended March 31, 2020, the Fund designated $562,582 as ordinary income and $48,714 as long-term capital gains for purposes of the dividends paid deduction.
 
For the year ended March 31, 2020, certain dividends paid by the Fund may be subject to a maximum tax rate of 15%, as provided by the Jobs and Growth Tax Relief Reconciliation Act of 2003. The percentage of dividends declared from net investment income designated as qualified dividend income was 100.00%.
 
For corporate shareholders, the percent of ordinary income distributions qualifying for the corporate dividends received deduction for the year ended March 31, 2020 was 100.00%
 
The percentage of taxable ordinary income distributions that are designated as short-term capital gain distributions under Internal Revenue Section 871(k)(2)(C) for the year ended March 31, 2020 was 0.00%.
 
How to Obtain a Copy of the Fund’s Proxy Voting Policies
 
A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge upon request by calling (877) 476-1909 or on the U.S. Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov.
 
How to Obtain a Copy of the Fund’s Proxy Voting Records for the 12-Month Period Ended June 30
 
Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge, upon request, by calling (877) 476-1909.  Furthermore, you can obtain the Fund’s proxy voting records on the SEC’s website at http://www.sec.gov.
 
Quarterly Filings on Form N-Q and Form N-PORT
 
The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q or Part F of Form N-PORT (beginning with filings after March 31, 2020). The Fund’s Form N-Q and Form N-PORT are available on the SEC’s website at http://www.sec.gov. Information included in the Fund’s Form N-Q and Form N-PORT is also available by calling (877) 476-1909.
29

AASGARD SMALL & MID-CAP FUND

HOUSEHOLDING
In an effort to decrease costs, the Fund intends to reduce the number of duplicate prospectuses, annual and semi-annual reports, proxy statements and other similar documents you receive by sending only one copy of each to those addresses shared by two or more accounts and to shareholders the Transfer Agent reasonably believes are from the same family or household.  Once implemented, if you would like to discontinue householding for your accounts, please call toll-free at (877) 476-1909 to request individual copies of these documents.  Once the Transfer Agent receives notice to stop householding, the Transfer Agent will begin sending individual copies thirty days after receiving your request.  This policy does not apply to account statements.
30

AASGARD SMALL & MID-CAP FUND

INFORMATION ABOUT TRUSTEES AND OFFICERS (Unaudited)
This chart provides information about the Trustees and Officers who oversee the Fund. Officers elected by the Trustees manage the day-to-day operations of the Fund and execute policies formulated by the Trustees.
 
   
Term of
 
Number of
 
   
Office
 
Portfolios
Other
   
and
Principal
in Fund
Directorships
 
Position
Length
Occupation
Complex
Held During
Name, Address
Held with
of Time
During Past
Overseen by
Past Five
and Age
the Trust
Served
Five Years
Trustee(2)
Years(3)
           
Independent Trustees(1)
         
           
Gail S. Duree
Trustee
Indefinite
Director, Alpha
1
Trustee,
(age 73)
 
term;
Gamma Delta
 
Advisors Series
615 E. Michigan Street
 
since
Housing Corporation
 
Trust (for series
Milwaukee, WI 53202
 
March
(collegiate housing
 
not affiliated
   
2014.
management)
 
with the Fund).
     
(2012 to July 2019);
   
     
Trustee and Chair
   
     
(2000 to 2012),
   
     
New Covenant
   
     
Mutual Funds
   
     
(1999 to 2012);
   
     
Director and Board
   
     
Member, Alpha Gamma
   
     
Delta Foundation
   
     
(philanthropic
   
     
organization)
   
     
(2005 to 2011).
   
           
David G. Mertens
Trustee
Indefinite
Partner and Head
1
Trustee,
(age 59)
 
term*;
of Business
 
Advisors Series
615 E. Michigan Street
 
since
Development
 
Trust (for series
Milwaukee, WI 53202
 
March
Ballast Equity
 
not affiliated
   
2017.
Management, LLC
 
with the Fund).
     
(a privately-held
   
     
investment advisory
   
     
firm) (February 2019
   
     
to present);
   
     
Managing Director
   
     
and Vice President,
   
     
Jensen Investment
   
     
Management, Inc.
   
     
(a privately-held
   
     
investment advisory
   
     
firm) (2002 to 2017).
   

31

AASGARD SMALL & MID-CAP FUND

INFORMATION ABOUT TRUSTEES AND OFFICERS (Unaudited), Continued
   
Term of
 
Number of
 
   
Office
 
Portfolios
Other
   
and
Principal
in Fund
Directorships
 
Position
Length
Occupation
Complex
Held During
Name, Address
Held with
of Time
During Past
Overseen by
Past Five
and Age
the Trust
Served
Five Years
Trustee(2)
Years(3)
           
Joe D. Redwine
Trustee
Indefinite
Retired; formerly
1
Trustee,
(age 72)
 
term;
Manager, President,
 
Advisors Series
615 E. Michigan Street
 
since
CEO, U.S. Bancorp
 
Trust (for series
Milwaukee, WI 53202
 
September
Fund Services, LLC,
 
not affiliated
   
2008.
and its predecessors,
 
with the Fund).
     
(May 1991 to
   
     
July 2017).
   
           
Raymond B. Woolson
Chairman
Indefinite
President, Apogee
1
Trustee,
(age 61)
of the
term*;
Group, Inc. (financial
 
Advisors Series
615 E. Michigan Street
Board
since
consulting firm)
 
Trust (for series
Milwaukee, WI 53202
 
January
(1998 to present).
 
not affiliated
   
2020;
   
with the Fund);
 
Trustee
Indefinite
   
Independent
   
term*;
   
Trustee,
   
since
   
DoubleLine
   
January
   
Funds Trust
   
2016.
   
(an open-end
         
investment
         
company with
         
16 portfolios),
         
DoubleLine
         
Opportunistic
         
Credit Fund
         
and DoubleLine
         
Income
         
Solutions Fund,
         
from 2010
         
to present.

32

AASGARD SMALL & MID-CAP FUND

INFORMATION ABOUT TRUSTEES AND OFFICERS (Unaudited), Continued
   
Term of
 
   
Office
 
   
and
 
 
Position
Length
 
Name, Address
Held with
of Time
Principal Occupation
and Age
the Trust
Served
During Past Five Years
       
Officers
     
       
Jeffrey T. Rauman
President,
Indefinite
Senior Vice President, Compliance and
(age 51)
Chief
term; since
Administration, U.S. Bank Global Fund Services
615 E. Michigan Street
Executive
December
(February 1996 to present).
Milwaukee, WI 53202
Officer and
2018.
 
 
Principal
   
 
Executive
   
 
Officer
   
       
Cheryl L. King
Vice
Indefinite
Vice President, Compliance and Administration,
(age 58)
President,
term; since
U.S. Bank Global Fund Services (October 1998
615 E. Michigan Street
Treasurer
December
to present).
Milwaukee, WI 53202
and
2007.
 
 
Principal
   
 
Financial
   
 
Officer
   
       
Kevin J. Hayden
Assistant
Indefinite
Assistant Vice President, Compliance and
(age 48)
Treasurer
term; since
Administration, U.S. Bank Global Fund Services
615 E. Michigan Street
 
September
(June 2005 to present).
Milwaukee, WI 53202
 
2013.
 
       
Richard R. Conner
Assistant
Indefinite
Assistant Vice President, Compliance and
(age 37)
Treasurer
term; since
Administration, U.S. Bank Global Fund Services
615 E. Michigan Street
 
December
(July 2010 to present).
Milwaukee, WI 53202
 
2018.
 
       
Michael L. Ceccato
Vice
Indefinite
Senior Vice President, U.S. Bank Global Fund
(age 62)
President,
term; since
Services and Vice President, U.S. Bank N.A.
615 E. Michigan Street
Chief
September
(February 2008 to present).
Milwaukee, WI 53202
Compliance
2009.
 
 
Officer and
   
 
AML Officer
   

33

AASGARD SMALL & MID-CAP FUND

INFORMATION ABOUT TRUSTEES AND OFFICERS (Unaudited), Continued
   
Term of
 
   
Office
 
   
and
 
 
Position
Length
 
Name, Address
Held with
of Time
Principal Occupation
and Age
the Trust
Served
During Past Five Years
       
Elaine E. Richards, Esq.
Vice
Indefinite
Senior Vice President, U.S. Bank Global Fund
(age 51)
President
term; since
Services (July 2007 to present).
2020 East Financial Way,
and
September
 
  Suite 100
Secretary
2019.
 
Glendora, CA 91741
     

*
Under the Trust’s Agreement and Declaration of Trust, a Trustee serves during the continued lifetime of the Trust until he/she dies, resigns, is declared bankrupt or incompetent by a court of appropriate jurisdiction, or is removed, or, if sooner, until the election and qualification of his/her successor.  In addition, the Trustees have designated a mandatory retirement age of 75, such that each Trustee first elected or appointed to the Board after December 1, 2015, serving as such on the date he or she reaches the age of 75, shall submit his or her resignation not later than the last day of the calendar year in which his or her 75th birthday occurs.
(1)
The Trustees of the Trust who are not “interested persons” of the Trust as defined under the 1940 Act (“Independent Trustees”).
(2)
As of March 31, 2020, the Trust was comprised of 37 active portfolios managed by unaffiliated investment advisers.  The term “Fund Complex” applies only to the Fund.  The Fund does not hold itself out as related to any other series within the Trust for investment purposes, nor does it share the same investment adviser with any other series.
(3)
“Other Directorships Held” includes only directorships of companies required to register or file reports with the SEC under the Securities Exchange Act of 1934, as amended, (that is, “public companies”) or other investment companies registered under the 1940 Act.

The Statement of Additional Information includes additional information about the Fund’s Trustees and Officers and is available, without charge, upon request by calling 1-877-476-1909.
34

AASGARD SMALL & MID-CAP FUND

APPROVAL OF INVESTMENT ADVISORY AGREEMENT (Unaudited)
At meetings held on October 23-24 and December 4-5, 2019, the Board (which at the time was comprised of five persons, all of whom were Independent Trustees as defined under the Investment Company Act of 1940, as amended), considered and approved, for another annual term, the continuance of the investment advisory agreement (the “Advisory Agreement”) between Advisors Series Trust (the “Trust”) and Coldstream Capital Management, Inc. (the “Advisor”) on behalf of the Aasgard Small & Mid-Cap Fund (the “Fund”).  At both meetings, the Board received and reviewed substantial information regarding the Fund, the Advisor and the services provided by the Advisor to the Fund under the Advisory Agreement.  This information, together with the information provided to the Board throughout the course of the year, formed the primary (but not exclusive) basis for the Board’s determinations.  Below is a summary of the factors considered by the Board and the conclusions that formed the basis for the Board’s approval of the continuance of the Advisory Agreement:
 
1.
THE NATURE, EXTENT AND QUALITY OF THE SERVICES PROVIDED AND TO BE PROVIDED BY THE ADVISOR UNDER THE ADVISORY AGREEMENT.  The Board considered the nature, extent and quality of the Advisor’s overall services provided to the Fund, as well as its responsibilities in all aspects of day-to-day investment management of the Fund.  The Board considered the qualifications, experience and responsibilities of the portfolio managers, as well as the responsibilities of other key personnel of the Advisor involved in the day-to-day activities of the Fund.  The Board also considered the resources and compliance structure of the Advisor, including information regarding its compliance program, its chief compliance officer and the Advisor’s compliance record, as well as the Advisor’s cybersecurity program and business continuity plan, and risk management process.  The Board also considered the prior relationship between the Advisor and the Trust, as well as the Board’s knowledge of the Advisor’s operations, and noted that during the course of the prior year they had met with certain personnel of the Advisor in person to discuss the Fund’s performance and investment outlook as well as various marketing and compliance topics.  The Board concluded that the Advisor had the quality and depth of personnel, resources, investment processes and compliance policies and procedures essential to performing its duties under the Advisory Agreement and that they were satisfied with the nature, overall quality and extent of such management services.
   
2.
THE FUND’S HISTORICAL PERFORMANCE AND THE OVERALL PERFORMANCE OF THE ADVISOR.  In assessing the quality of the portfolio management delivered by the Advisor, the Board reviewed the short-term and long-term performance of the Fund as of June 30, 2019, on both an absolute basis, and in comparison to its peer funds utilizing Morningstar classifications and an
35

AASGARD SMALL & MID-CAP FUND

APPROVAL OF INVESTMENT ADVISORY AGREEMENT (Unaudited), Continued
 
appropriate securities market benchmark.  While the Board considered both short-term and long-term performance, it placed greater emphasis on longer term performance. When reviewing performance against the comparative peer group universe, the Board took into account that the investment objective and strategies of the Fund, as well as its level of risk tolerance, may differ significantly from funds in the peer universe.
   
 
The Board noted that the Fund’s performance was above the peer group median of its Morningstar comparative universe for the one- and three-year periods. The Board reviewed the performance of the Fund against a broad-based securities market benchmark, noting that it had outperformed its primary benchmark index for the one- and three-year periods.
   
 
The Board also considered any differences in performance between the similarly managed accounts of the Advisor and the performance of the Fund, noting that the Fund underperformed the similarly managed account composite for the one- and three-year periods.
   
3.
THE COSTS OF THE SERVICES TO BE PROVIDED BY THE ADVISOR AND THE STRUCTURE OF THE ADVISOR’S FEE UNDER THE ADVISORY AGREEMENT.  In considering the advisory fee and total fees and expenses of the Fund, the Board reviewed comparisons to the peer funds and the Advisor’s similarly managed accounts for other types of clients as well as all expense waivers and reimbursements.  When reviewing fees charged to other similarly managed accounts, the Board took into account the type of account and the differences in the management of that account that might be germane to the difference, if any, in the fees charged to such accounts.
   
 
The Board noted that the Advisor had contractually agreed to maintain an annual expense ratio for the Fund of 1.00% (the “Expense Cap”).  The Board noted that the Fund’s total expense ratio was above the median and average of its peer group.  The Board also noted that the contractual advisory fee was above the median and average of its peer group and that the contractual advisory fee was also above the peer group median and average when the peer group was adjusted to include only funds with similar asset sizes.  The Board found that the fees charged to the Fund were lower than, equal to, or higher than the fees charged by the Advisor to its similarly managed account clients depending on the asset level.  The Board also took into consideration the services the Advisor provided to its similarly managed account clients, comparing the fees charged for those management services to the management fees charged to the Fund.  The Board took into account that the Fund was not being broadly distributed at this time and that the only shareholders were advisory clients of the Advisor and friends and family of the Advisor.

36

AASGARD SMALL & MID-CAP FUND

APPROVAL OF INVESTMENT ADVISORY AGREEMENT (Unaudited), Continued
 
The Board determined that it would continue to monitor the appropriateness of the advisory fee for the Fund and concluded that, at this time, the fee to be paid to the Advisor was fair and reasonable.
   
4.
ECONOMIES OF SCALE.  The Board also considered whether economies of scale were being realized by the Advisor that should be shared with shareholders.  The Board noted that the Advisor has contractually agreed to reduce its advisory fees or reimburse Fund expenses so that the Fund does not exceed its specified Expense Cap.  The Board noted that at current asset levels, it did not appear that there were additional significant economies of scale being realized by the Advisor that should be shared with shareholders and concluded it would continue to monitor economies of scale in the future as circumstances changed and assuming asset levels continued to increase.
   
5.
THE PROFITS TO BE REALIZED BY THE ADVISOR AND ITS AFFILIATES FROM THEIR RELATIONSHIP WITH THE FUND.  The Board reviewed the Advisor’s financial information and took into account both the direct benefits and the indirect benefits to the Advisor from advising the Fund.  The Board considered the profitability to the Advisor from its relationship with the Fund and considered any additional benefits derived by the Advisor from its relationship with the Fund.  The Board also considered that the Fund does not charge any Rule 12b-1 fees or utilize “soft dollars.”  The Board also reviewed information regarding fee offsets for separate accounts invested in the Fund and determined that the Advisor was not receiving an advisory fee both at the separate account and at the Fund level for these accounts, and as a result was not receiving additional fall-out benefits from these relationships.  After such review, the Board determined that the profitability to the Advisor with respect to the Advisory Agreement was not excessive at this time, and that the Advisor had maintained adequate profit levels to support the services it provides to the Fund.

No single factor was determinative of the Board’s decision to approve the continuance of the Advisory Agreement for the Fund, but rather the Trustees based their determination on the total mix of information available to them.  Based on a consideration of all the factors in their totality, the Trustees determined that the advisory arrangement with the Advisor, including the advisory fee, was fair and reasonable to the Fund.  The Board, including a majority of the Independent Trustees, therefore determined that the continuance of the Advisory Agreement for the Fund would be in the best interest of the Fund and its shareholders.
37

PRIVACY NOTICE

The Fund collects non-public information about you from the following sources:
 
Information we receive about you on applications or other forms;
   
Information you give us orally; and/or
   
Information about your transactions with us or others.

We do not disclose any non-public personal information about our customers or former customers without the customer’s authorization, except as permitted by law or in response to inquiries from governmental authorities. We may share information with affiliated and unaffiliated third parties with whom we have contracts for servicing the Fund.  We will provide unaffiliated third parties with only the information necessary to carry out their assigned responsibilities.  We maintain physical, electronic and procedural safeguards to guard your non-public personal information and require third parties to treat your personal information with the same high degree of confidentiality.
 
In the event that you hold shares of the Fund through a financial intermediary, including, but not limited to, a broker-dealer, bank, or trust company, the privacy policy of your financial intermediary would govern how your non-public personal information would be shared by those entities with unaffiliated third parties.
38






(This Page Intentionally Left Blank.)




 


 
Investment Advisor
Coldstream Capital Management, Inc.
One – 100th Avenue NE, Suite 102
Bellevue, Washington  98004

Independent Registered Public Accounting Firm
Tait, Weller & Baker LLP
Two Liberty Place
50 South 16th Street, Suite 2900
Philadelphia, Pennsylvania  19102

Legal Counsel
Sullivan & Worcester LLP
1633 Broadway, 32nd Floor
New York, New York  10019

Custodian
U.S. Bank N.A.
1555 North RiverCenter Drive, Suite 302
Milwaukee, Wisconsin  53212

Transfer Agent, Fund Accountant and Fund Administrator
U.S. Bank Global Fund Services
615 East Michigan Street
Milwaukee, Wisconsin  53202
(877) 476-1909

Distributor
Quasar Distributors, LLC
111 East Kilbourn Avenue, Suite 1250
Milwaukee, Wisconsin  53202








This report is intended for shareholders of the Fund and may not be used as sales literature unless preceded or accompanied by a current prospectus.  For a current prospectus please call (877) 476-1909. Statements and other information herein are dated and are subject to change.


Item 2. Code of Ethics.

The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer and principal financial officer.  The registrant has not made any substantive amendments to its code of ethics during the period covered by this report.  The registrant has not granted any waivers from any provisions of the code of ethics during the period covered by this report.

A copy of the registrant’s Code of Ethics is filed herewith.

Item 3. Audit Committee Financial Expert.

The registrant’s Board of Trustees has determined that there is at least one audit committee financial expert serving on its audit committee.  Ms. Gail S. Duree is the “audit committee financial expert” and is considered to be “independent” as each term is defined in Item 3 of Form N‑CSR.

Item 4. Principal Accountant Fees and Services.

The registrant has engaged its principal accountant to perform audit services, audit-related services, tax services and other services during the past two fiscal years.  “Audit services” refer to performing an audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years.  “Audit-related services” refer to the assurance and related services by the principal accountant that are reasonably related to the performance of the audit.  “Tax services” refer to professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning.  There were no “other services” provided by the principal accountant.  The following table details the aggregate fees billed or expected to be billed for each of the last two fiscal years for audit fees, audit-related fees, tax fees and other fees by the principal accountant.

 
FYE  3/31/2020
FYE  3/31/2019
Audit Fees
          $17,400
          $16,900
Audit-Related Fees
          N/A
          N/A
Tax Fees
          $3,600
          $3,600
All Other Fees
          N/A
          N/A

The audit committee has adopted pre-approval policies and procedures that require the audit committee to pre‑approve all audit and non‑audit services of the registrant, including services provided to any entity affiliated with the registrant.

The percentage of fees billed by Tait, Weller, & Baker LLP applicable to non-audit services pursuant to waiver of pre-approval requirement were as follows:

 
FYE  3/31/2020
FYE  3/31/2019
Audit-Related Fees
0%
0%
Tax Fees
0%
0%
All Other Fees
0%
0%

All of the principal accountant’s hours spent on auditing the registrant’s financial statements were attributed to work performed by full‑time permanent employees of the principal accountant.

The following table indicates the non-audit fees billed or expected to be billed by the registrant’s accountant for services to the registrant and to the registrant’s investment adviser (and any other controlling entity, etc.—not sub-adviser) for the last two years.  The audit committee of the Board of Trustees has considered whether the provision of non-audit services that were rendered to the registrant's investment adviser is compatible with maintaining the principal accountant's independence and has concluded that the provision of such non-audit services by the accountant has not compromised the accountant’s independence.

Non-Audit Related Fees
FYE  3/31/2020
FYE  3/31/2019
Registrant
N/A
N/A
Registrant’s Investment Adviser
N/A
N/A

Item 5. Audit Committee of Listed Registrants.

(a)
Not applicable to registrants who are not listed issuers (as defined in Rule 10A-3 under the Securities Exchange Act of 1934).

(b)
Not Applicable.

Item 6. Investments.

(a)
Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form.
 
(b)    Not Applicable.
 
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable to open-end investment companies.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable to open-end investment companies.

Item 9. Purchases of Equity Securities by Closed‑End Management Investment Company and Affiliated Purchasers.

Not applicable to open-end investment companies.

Item 10. Submission of Matters to a Vote of Security Holders.

There have been no material changes to the procedures by which shareholders may recommend nominees to the Registrant’s Board of Trustees.

Item 11. Controls and Procedures.

(a)
The Registrant’s President/Chief Executive Officer/Principal Executive Officer and Vice President/Treasurer/Principal Financial Officer have reviewed the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended, (the “Act”)) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d‑15(b) under the Securities Exchange Act of 1934.  Based on their review, such officers have concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within the Registrant and by the Registrant’s service provider.

(b)
There were no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting.

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

Not applicable to open-end investment companies.

Item 13. Exhibits.



(3) Any written solicitation to purchase securities under Rule 23c‑1 under the Act sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons.  Not applicable to open-end investment companies.

(4)
Change in the registrant’s independent public accountant.  There was no change in the registrant’s independent public accountant for the period covered by this report.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


(Registrant)  Advisors Series Trust 

By (Signature and Title)*    /s/ Jeffrey T. Rauman
Jeffrey T. Rauman, President/Chief Executive
Officer/Principal Executive Officer

Date  6/5/2020 



Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By (Signature and Title)*    /s/ Jeffrey T. Rauman
Jeffrey T. Rauman, President/Chief Executive
Officer/Principal Executive Officer

Date  6/5/2020 

By (Signature and Title)*    /s/ Cheryl L. King
Cheryl L. King, Vice President/Treasurer/Principal
Financial Officer

Date 6/5/2020 

* Print the name and title of each signing officer under his or her signature.